SH1FT® Coach Training Terms and Conditions

Thank you for choosing the SH1FT Coach Training Programme. By purchasing, enrolling in, or participating in the SH1FT Coach Training Programme from SH1FT Ltd (collectively, “SH1FT”, “we”, “our” or “us”), you agree to the provisions of these SH1FT Coach Training Terms and Conditions (the “Agreement”).

THIS IS A LEGALLY BINDING CONTRACT THAT YOU MUST FOLLOW. This Agreement includes the documents listed in the Entire Agreement Section 27 below. We reserve the right to change this Agreement at any time without notice to you and the updated version of this Agreement will apply in full force and effect. If you do not agree with the terms of this Agreement, please do not purchase, or enroll or participate in the SH1FT Coach Training Programme

SH1FT COACH TRAINING

1. SH1FT Coach Training Overview.

1.1 Subject to this Agreement, by purchasing and enrolling in the SH1FT Coach Training Programme, you will be eligible to participate in a SH1FT Coach Training Course (“Coach Training Course” or “Course”) where you will receive access to a digital resource library and other comprehensive course materials. At your Coach Training Course, you will learn in-depth details surrounding our SH1FT programme and your knowledge will be assessed throughout the Course by SH1FT®. Subject to these terms and conditions, successfully completing all requirements of the 1-Day Course makes you a “SH1FT Graduate,” which grants you the opportunity to upgrade to SQUAD and become a SH1FT Coach. By joining the optional SQUAD Subscription, you will haverights and access to advertising materials to advertise yourself as a SH1FT Coach (subject to the limitations below). Once you are a SH1FT Coach you can advertise and promote yourself as a SH1FT Coach and conduct your own live SH1FT classes in any locations.

2. Becoming a SH1FT Coach.

2.1 To become a SH1FT Coach, you must:

a. Be at Least 18 Years Old and hold a Level 2 fitness certification (or equivalent)

b. Purchase and enroll in the SH1FT Coach Training Programme and choose a SH1FT Coach Training Course to attend.

3.1 Purchasing the Coach Training Programme. Go to www.sh1ftfitness.com and select an available Coach Training Course to attend. Accurately provide all information requested and purchase the SH1FT Coach Training Programme.

3.2 Course Workbook and Materials. We will provide you with access to digital SH1FT Coach Training materials and access to SH1FT 101, the foundation workout for the SH1FT format which only you personally may use in accordance with this Agreement.

3.3 Optional SQUAD Monthly Subscription. SH1FT will offer SH1FT Graduates the option to subscribe to an optional SQUAD Subscription for a monthly fee. This SQUAD gives you full rights to deliver SH1FT classes at any location, unlimited access to the SH1FT App, access to additional exclusive content, benefits, marketing materials, and Advertising Materials (defined below).

3.4 Scheduling a Coach Training Course. You must schedule a SH1FT Coach Training Course when you purchase the Coach Training Programme. Coach Training Courses are available only on a first-come, first-served basis.

a. Nontransferable. Your Coach Training Course registration is not transferable. No other individual will be allowed to take your place at a Course.

b. Rescheduling a Coach Training Course. You may reschedule an Coach Training Course, although rescheduling may subject you to additional fees as follows:

c. You can reschedule without charge if you do so at least fourteen (14) days in advance of your scheduled Course date.

d. Rescheduling less than fourteen (14) days before your then-scheduled Course will result in a £20.00 fee.

e. If you do not attend your scheduled Course and would like to reschedule, you will be subject to a £50.00 fee per rescheduling.

3.5 SH1FT will make commercially reasonable efforts to conduct each Course as scheduled. SH1FT may postpone, move, or cancel a Coach Training Course in its sole discretion owing to low enrollment, inclement weather, or other unforeseen circumstances. If we must change a Course under this paragraph, we will communicate the change to you and provide rescheduling assistance, but we will not be responsible for any losses or expenses incurred as a result of such change, including without limitation non-refundable travel, accommodations, or any other arrangements resulting in financial expense to you. No rescheduling fee will apply if we change a Course.

4.SH1FTCoachTrainingCourse.

4.1 The SH1FT Coach Training Course is a mandatory SH1FT instructional Course conducted a) by one or more SH1FT Master Trainers or b) Virtually using the SH1FT Virtual Coach Course.

4.3 The Course will include an assessment. If SH1FT determines in its sole and absolute discretion that you successfully completed the assessment and are fit to be a SH1FT Coach, you will be deemed a “SH1FT Coach.” If you do not successfully complete the Course as determined by SH1FT in its sole and absolute discretion, you will either receive a “withheld” status which will apply until you have successfully completed any and all requirements as provided by SH1FT in its sole discretion, at which point you will receive your Coach status.

4.4 Retaking Coach Training Course. If you do not attend the Course in full or it is determined by SH1FT in its sole discretion that you do not meet the competency necessary to teach SH1FT in a live setting, you will not receive SH1FT Graduate status. You will retain access to the SH1FT Virtual Coach Course.

4.5 Pre-requisites. There are no pre-requisites for the SH1FT Coach Training Course.

5. Cancellation of SH1FT Coach Training Course

5.1 You may cancel your SH1FT LIVE Coach Training Course enrollment at any time, subject to the following fees that will be deducted from your refund:

a. If you cancel at least fourteen (14) days before the scheduled date of your Coach Training Course, there is no Cancellation Fee.

b. If you cancel less than fourteen (14) days before the scheduled date of your Coach Training Course, there is a £20.00 Cancellation Fee. (iii) If you do not attend your Course and then cancel your enrollment in the Coach Training Programme, there is a £50.00 Cancellation Fee.

c. No refunds will be made after you have attended any part of a Coach Training Course.

5.2 There are no refunds for the SH1FT Virtual Coach Training Course.

INTELLECTUAL PROPERTY, LICENSES & RESTRICTIONS

6. Ownership of Intellectual Property; Acknowledgment.

6.1 You acknowledge and agree that SH1FT is and at all times will be the sole owner of (a) all trademarks, trade names, trade dress, logos, other indicia of origin, designs, inventions, patents, original works of authorship and other copyright-protected materials, trade secrets, methods and processes, concepts, ideas, know-how, and other intellectual property or proprietary information SH1FT owns and/or uses on or in connection with its products, services, and/or business, including the SH1FT Coach Training Programme and any Advertising Materials (as defined below) that may be provided to or accessible by you (collectively with Advertising Materials, “SH1FT Intellectual Property”); and (b) all downloads, products, advertisements, promotional or marketing materials, still and moving images and other recorded material (including digital and other forms of material), text, prints, packaging, and any other materials SH1FT owns and/or uses on or in connection with its products, services, and/or business including the SH1FT Coach Training Programme (collectively with SH1FT Intellectual Property, “SH1FT Materials”). You acknowledge and agree that SH1FT is and at all times has been and will be the sole and exclusive owner of all rights in and to the SH1FT Materials, including any goodwill arising from any use of the SH1FT Materials. You agree not to do anything inconsistent with SH1FT’s sole and exclusive ownership. Nothing in this Agreement shall be construed as a transfer or assignment of any rights to you. Any and all use by you of the SH1FT Materials shall inure to the sole benefit of SH1FT. You agree that you will not make any modification to any SH1FT Materials, or use, exploit, or exhibit any SH1FT Materials except as expressly authorised in this Agreement.

7. Limited License; Permitted Advertising.

7.1 If you successfully become a SH1FT Graduate and have a SQUAD Subscription (“SQUAD Member”). See below for further details.

7.2 Permitted Advertising for SH1FT Coaches (non-SQUAD Members). If you are not a SQUAD Member, but you have successfully completed the SH1FT Coach Training Programme, then you are a SH1FT Graduate and you are not entitled to deliver SH1FT classes until you become a SQUAD Member.

7.3 Permitted Advertising for SH1FT Coaches (SQUAD Members). If you are a SQUAD Member, have successfully completed the SH1FT Coach Training Course and remain in compliance with the terms and conditions of this Agreement and any applicable laws, rules or regulations, SH1FT grants you a personal, nontransferable, revocable, limited, nonexclusive, and nonsublicensable license to use certain advertising materials provided to you directly by SH1FT or via your login portal on the https://uk.SH1FTlive.com/SH1FT/ website, which may include SH1FT trademarks and logos (“Marks”), (collectively with Marks, “Advertising Materials”).Your limited license in this Section is effective on the day you become a SQUAD Member and ends when you are no longer a SQUAD Member. Except as expressly permitted in this Section, you may not use any Advertising Materials, SH1FT Intellectual Property, or SH1FT Materials (including without limitation advertise or promote yourself as a SH1FT Coach or your SH1FT classes or activities) in any other manner without the express written consent of SH1FT. You must use the Advertising Materials only in the form and manner as provided to you, in accordance with this Agreement and our trademark usage guidelines, and solely to advertise and promote yourself as a SH1FT Coach and your SH1FT classes or activities. In addition, you must obtain all necessary third-party consents to use any Advertising Materials. For example, to hang a poster on a gym wall, you must first obtain the gym’s permission, or to hand out business cards on private property, you must first obtain the property owner’s permission. Failure to comply with this Section is subject to disciplinary action which may include the suspension of your license and, in SH1FT’s discretion, termination of this Agreement and your license rights. In addition, your use of the Advertising Materials is limited to, and shall comply with, the following:

a. Printed Materials and Email.

Promotional Materials. You may use the Marks on flyers, posters, electronic mail, and printed promotional materials whose sole purpose is to promote yourself as a SH1FT Coach, your SH1FT classes or activities, and SH1FT products or services. Except as expressly authorised herein, no other promotional materials may be used. When using the Marks in electronic mail, you must adhere to all applicable laws governing email advertising and marketing.

Describing Your SH1FT Class. You may not use the Marks in combination with any other trademarks, service marks, or other terms unless expressly approved in writing by SH1FT. For example, you may not refer to a class using the expression SH1FT-Abs or Beginner SH1FT. However, you may use the Marks followed by descriptive words, for example, SH1FT (intro). Such words must be descriptive and not identify another brand, such as SH1FT + Zumba or SH1FT Spinning.

No Newsletters or Publications. You may not use any of the Marks, in whole or in part, as the title of a newsletter or other printed or online publication.

b. Website; Social Media.

Subject to the restrictions below, you may use the Marks on your personal websites (including social networking sites) which you use to promote yourself as a SH1FT Coach or your SH1FT classes or activities under the following guidelines:

Trademark Notice. All use of the Marks on websites must include a registered trademark symbol and where applicable, trademark notice in the following form: “SH1FT is a trademark of SH1FT Ltd, used under license.” You must not use the Marks in combination with any other trademarks, service marks, or other terms unless approved in writing by SH1FT.

Music. You must obtain all necessary third-party rights and licenses to use any music on your website. Any music that you receive from SH1FT may only be played during your SH1FT classes provided that the premises at which you train has obtained the relevant licenses in relation to music; any other use is strictly prohibited. See below for details.

Disparagement. You may not include any offensive or distasteful content on your applicable website or content that SH1FT determines in its sole and absolute discretion dilutes, disparages, or is otherwise detrimental to the Marks or the SH1FT or SH1FT brand. SH1FT reserves the right to require that you remove any such content from your website in our sole and absolute discretion.

Ownership. You must clearly state that the site is owned by you (i.e., Suzy Coach or Fitness Gym, and not SH1FT, Ltd).

c. Internet Videos.

You may create promotional Internet videos of up to 5 minutes in length which feature you demonstrating a SH1FT fitness class or exercise routines solely for the purpose of promoting yourself as a SH1FT Coach and your SH1FT classes and activities, and under the following terms and conditions:

Releases. You shall not include any person in your video unless you have obtained appropriate written releases and permissions from such person(s).

Title. If you use a title for your video, then the title should be “SH1FT class with [your name].”

Live Online Instruction. You may conduct live online instruction of your SH1FT fitness classes provided that you have received express written permission from SH1FT, which SH1FT may withhold in its sole discretion, and that you clearly state you are an independent Coach not an official representative of SH1FT.

Music. You must obtain all necessary third-party rights and licenses to use any music on your website. Any music that you receive from SH1FT may only be played during your SH1FT classes provided that the premises at which you train has obtained the relevant licenses in relation to music; any other use is strictly prohibited. See below for details.

Disparagement. You may not include any offensive or distasteful content in your videos that SH1FT determines in its sole and absolute discretion dilutes, disparages, or is otherwise detrimental to the Marks or the SH1FT or SH1FT brand. SH1FT reserves the right to have removed or require that you remove any such videos from any public forum, including the Internet, in SH1FT’s sole and absolute discretion.

d. Radio and Television.

You may not use the Marks in radio or television advertising without obtaining SH1FT’s prior written consent (which SH1FT may withhold in its sole and absolute discretion).

e. News Coverage.

You may promote yourself as a SH1FT Coach or your SH1FT classes and activities through live news coverage or print news media, such as newspapers and magazines, by any mainstream news organisation or print publisher, provided, however, that (1) you must inform such organisation or publisher of SH1FT’s trademark usage guidelines, and (2) with respect to live news coverage, such coverage shall not include more than ten (10) minutes of SH1FT fitness classes without SH1FT’s prior expressed written consent. You must notify SH1FT of any such news coverage or promotion and, if possible, provide SH1FT with a copy of the article or the footage for such news coverage, as appropriate.

f. Music.

You may receive music from SH1FT which SH1FT has licensed from applicable third parties. This license only allows you to play the music during your SH1FT classes, provided that the premises at which you train has obtained the relevant licenses in relation to music. For more information, please visit the appropriate music licensing authority in your home jurisdiction. Any other use is strictly prohibited. You acknowledge and agree that you, and not SH1FT, will be responsible for your improper use of any music, including any music you receive from SH1FT.

7.4 General Restrictions on Advertising and Other Prohibited Advertising Activity:

a. No Altering Marks or Stylised Writing. You may not alter the form or appearance of any of the Marks or Advertising Materials, regardless of where or how you use them, including without limitation, the size, colour, and font.

b. No Inappropriate Use of Advertising Materials. You agree not to copy, reproduce, duplicate, create derivative works of, distribute, sell, or otherwise disseminate any Advertising Materials, SH1FT Intellectual Property, or SH1FT Materials you obtain by enrolling in the Coach Programme (such as the Workbook and any materials provided to you during your Coach Training Programme), or becoming a SH1FT Coach or SQUAD Member. In addition, you agree not to copy, reproduce, duplicate, or create derivative works of SH1FT’s workout DVDs (including their content), CDs, music, any product, nutrition or other guides, any SH1FT web content, or any other SH1FT Materials.

c. No Merchandise. Unless otherwise set forth herein, you may not manufacture, create, or distribute any merchandise (such as clothing, bags, hats, etc.) or other promotional items bearing any of the Marks or anything similar or related to the Marks.

d. No Using the Marks for Anything Other Than to Promote SH1FT Fitness Classes. Except as expressly permitted in this Agreement, you may not use any of the Marks for purposes of promoting any Course, training, instruction, choreography session, or other activity (i.e., exhibition at a convention or trade show). In addition, except as expressly permitted in this Agreement, you may not use any of the Marks to identify a gym, workout facility, or any other type of facility, programme, or product without the express prior written consent of SH1FT. The Marks may not be used to identify a business or company.

e. No Videos/Recording. Except as expressly permitted in this Agreement, you may not film, record, create, stream, or perform any recordings, including videos or SH1FT DVDs, or which depict or otherwise imitate SH1FT choreography or music. SH1FT and SH1FT fitness videos and DVDs are fully protected under copyright laws, and any unauthorised duplication, exhibition, distribution, or other use without the express prior written consent of SH1FT is strictly prohibited. Copyright violators will be prosecuted to the fullest extent of the law and may result in termination of this Agreement and the licenses hereunder.

g. apply for, register or attempt to register in any manner SH1FT, SH1FT, any SH1FT Intellectual Property, any SH1FT Materials, or anything that includes or is similar to those for any purpose, including without limitation trademarks, trade names, service marks, brands, logos, copyrights, domain names, or other identifiers of source or forms of intellectual property or Internet designations;

h. use any of these materials for search engine optimisation (SEO) or search engine marketing (SEM), as or in any account name, user ID or other handle within any blogs, social networking websites, or any “posting” sites including (for example only) Facebook, YouTube, MySpace, BlogSpot, Flickr, or Twitter; or

i. use any of these materials as the numbers/designations within a phone number (for example, 1-800-BUY-SH1FT). Without the express written consent of SH1FT, you may not use any SH1FT Material, including any videos, text or other content owned or used by SH1FT on or in connection with its own websites, products, services, or marketing and advertising.

j. No Combination with Third Party Intellectual Property. In addition to the restrictions stated above, you must not offer any third party products or services to customers/clients in connection with your promotion or teaching of SH1FT classes or combine any SH1FT Materials in media that also contains third party intellectual property (e.g., trademarks, trade names, logos, etc.). Using your SH1FT Coach status or any SH1FT Advertising Materials, SH1FT Intellectual Property, SH1FT Materials, or other SH1FT-owned trademarks or other intellectual property to advertise, promote or sell any nonSH1FT products or services is prohibited. This paragraph applies to, for example, consumer products, apparel, equipment, accessories, supplements or nutrition products, and other items.

k. No Unauthorised Claims/Statements. You may not make any claims or statements (which include testimonials) as to therapeutic, curative, or diagnostic properties of SH1FT or any products or services offered by SH1FT except those specific claims contained in official Coach Programme guide or literature, or on the SH1FT website. Claims in the official Coach Training Programme literature may only be repeated in exactly the same format as that published by SH1FT and must be republished completely. In particular, you may not make any claim or statement that SH1FT or any SH1FT products cure, treat, diagnose, mitigate, or prevent any conditions or diseases or achieve any guaranteed results.

8. LicensedSH1FTCoachActivities .

8.1 Teaching SH1FT Group Exercise Classes. Becoming a SH1FT Coach allows you to teach live SH1FT group exercise classes to individuals or groups, subject to the restrictions below.

8.2 Restrictions on SH1FT Coach Activities. In addition to all other restrictions, terms, and conditions in this Agreement, you agree that, without the prior express written approval of SH1FT, you will not:

a. Teach any SH1FT classes that do not follow the structure, and integrity of the SH1FT workouts. The SH1FT programme should be followed, and each particular workout should be taught or instructed using the principles taught in the SH1FT Coach Training Course and structure of the SH1FT workouts using the SH1FT App.

b. Create any workouts or teach or instruct any classes that include or consist of SH1FT workouts combined with any other workout, exercise or fitness routine, whether from a third party or otherwise. For example, you may not create or teach any hybrid classes such as SH1FT/Yoga, SH1FT/Zumba, SH1FT/CrossFit, or any other combination of products, workouts or exercises.

c. Directly or indirectly engage in any activity that may be interpreted as you being an employee or agent of SH1FT.

d. Teach any SH1FT classes to any person who has not executed a liability waiver that includes a waiver as to SH1FT.

e. Teach any SH1FT classes without liability insurance that covers your activities and names SH1FT as an additional insured regarding those classes or that training.

9. Compliance; conduct.

9.1 Compliance. You agree to comply with any and all instructions from SH1FT’s Compliance team. In addition, all of your Coach and advertising activities must comply with all applicable laws, rules, and regulations, including teaching, advertising and marketing activities and materials, electronic mail or other solicitation, communications to mobile devices (e.g., calling, SMS or “texting”), telephone and faxing, privacy, and collection, use, or dissemination of personal or other data.

9.2 Conduct. As a SH1FT Coach, you are a limited licensee of the SH1FT and SH1FT brands, SH1FT Intellectual Property, and SH1FT Materials, and if you are a SQUAD Member, Advertising Materials. You also are a representative of the SH1FT Coach Training Programme. You agree to act in a legal, professional, non-detrimental, nondisruptive, and appropriate manner at all times. You must not act in any lewd, sexist, racist, discriminatory, off-colour, illegal, or other inappropriate or offensive manner, or in any manner that diminishes the value of the SH1FT Intellectual Property or associated goodwill, or the SH1FT Materials generally. SH1FT reserves the right in its sole discretion to determine what conduct is detrimental, disruptive, or inappropriate. You acknowledge and agree that your conduct may directly impact SH1FT, the Coach Training Programme, SH1FT, Advertising Materials and other SH1FT Intellectual Property and associated goodwill, and/or any SH1FT Materials, products, or services. You agree to comply with any direction from SH1FT regarding your conduct and that this Agreement may be terminated immediately by SH1FT as a result of your conduct.

9.3 Attire. While conducting any SH1FT instruction, you must at all times look professional.

10. Use of Your Name, Image and/or Likeness

10.1 You grant SH1FT (including its parents, affiliates, subsidiaries, representatives and assigns, officers, employees, advertising and promotional companies, distributors, or any person(s) or corporation(s) acting with SH1FT’s permission or authority) a perpetual, irrevocable, royalty-free license throughout the universe to use, publish, reproduce, distribute, videotape, photograph, record, create derivative works of, and/or otherwise use your name, image, biographical information, voice, statements and/or likeness in connection with the SH1FT Coach Training Programme and/or any SH1FT promotion or advertisement, in any media now known or later devised, in such manner, for such purposes and with such frequency as SH1FT shall determine in its sole discretion without compensation or consideration to you, without attribution to you, and without further authorisation by you. You agree to execute any and all documents necessary for SH1FT to exploit your grant of rights under this paragraph. You agree to waive any artistic or moral rights in and to any materials created or used by SH1FT under this section. In addition, once you are a SH1FT Coach, you will be identified on SH1FT’s list of SH1FT Coaches (“Coach List") and in the SH1FT Class Finder. SH1FT may post the Coach List online for consumers to view. You expressly authorise SH1FT to publish your personal information through the Coach List, including your name, geographic location, and Coach status.

TERM, TERMINATION, REVOCATION

11. Term, Continuing Education and Renewal.

11.1 This Agreement is effective upon your purchase of the SH1FT Coach Training Programme (except for the limited license, which is effective as stated above). At the present time, SH1FT Graduate status does not expire after successful completion of the Coach Training Course. SH1FT may, in its sole discretion:

a. change the duration of the Term;

b. define or modify the continuing education requirement;

c. introduce a renewal fee; and/or

d. modify whether participation in the SQUAD Subscription satisfies all or part of the continuing educational requirement or renewal fee.

12. Termination/Revocation.

12.1 Your SH1FT Coach status may be revoked or terminated immediately by us in the event that:

a. you breach any term, condition, or provision of this Agreement or fail to comply with SH1FT’s privacy policy and website terms of use (located at www.SH1FTfitness.com/website-terms);

b. you have not timely met any continuing education requirement required by SH1FT; or

c. SH1FT discontinues offering the SH1FT Coach Training Programme.

12.2 SH1FT may terminate or revoke your SH1FT Coach status and/or prevent you from becoming a SH1FT Coach for any or no reason in SH1FT’s sole discretion, provided that if that revocation, termination or prevention is not due to any of the reasons listed in this paragraph or any other valid and good faith reason, we may provide a refund (subject to this Agreement) in our sole discretion.

13. Actions Upon Termination/Revocation.

13.1 Upon termination or revocation, you must immediately cease all SH1FT Coach and promotional activities, including any and all use of Advertising Materials, SH1FT Intellectual Property, or SH1FT Materials (including referring to yourself in any manner as a SH1FT Coach), and promptly return all SH1FT Materials to SH1FT. This specifically includes ceasing all use of the Coach Training Workbook and all other provided course materials, and destroying or deleting (as applicable) all hard and electronic copies of the same.

GENERAL PROVISIONS

14. Non-Disparagement.

14.1 While SH1FT welcomes constructive input and suggestions, you must not make negative comments and remarks in any forum (oral, online, written, or while providing instruction or training) about the SH1FT brand or programme, SH1FT Coach Training or the Coach Training Programme, SH1FT, SH1FT’s personnel (e.g., directors, owners, employees, consultants, partners), Master Trainers, SH1FT Materials, or SH1FT’s other products or services.

15. Acknowledgement.

15.1 You understand, acknowledge, and agree that:

a. SH1FT reserves the right to suspend, revoke or terminate your SH1FTCoach status and/or any other rights or licenses you receive under this Agreement;

b. You are not receiving a “professional” license or certification of any kind by completing SH1FT Coach Training or becoming a SH1FT Coach, and that these items are not recognised or endorsed by all National Accredited Certifying Training Organisations;

c. You have no right to and may not “certify” others in the SH1FT Coach Training Programme or teach or instruct any person or entity to become a SH1FT Coach, unless you are a SH1FT approved SH1FT Master Trainer;

d. SH1FT does not guarantee any level of success or income generated by or in connection with the SH1FTCoach Training Programme or being a SH1FTCoach;

e. You may be subject to testing or other similar review and renewal processes by SH1FT on a yearly or other basis in SH1FT’s sole discretion to ensure that you remain up to date with and knowledgeable about the latest in SH1FT and related products and services;

f. You may not sub-license, rent, transfer or otherwise allow any third party to use your rights under this Agreement, including your SH1FT Coach status, Advertising Materials, SH1FT Intellectual Property, or SH1FT Materials; and

g. You may not use any material you received in connection with the Coach Training Programme, including any material from the Coach Training Course, in connection with any fitness instruction other than the instruction you provide as a SH1FT Coach.

16 Insurance.

16.1 SH1FT requires that you obtain valid professional liability insurance to cover your SH1FT Coach and Promotional Activities and that you include “SH1FT Ltd and its affiliates and subsidiaries” as an additional insured. SH1FT does not and cannot offer or provide you with that insurance. Since you are an independent contractor, you expressly acknowledge and agree that you are not insured under any of SH1FT’s insurance policies and waive any and all right to claim coverage of any kind thereunder.

17. Representations and Warranties.

17.1 You acknowledge, covenant, represent, and warrant that:

a. any advertising or promotional materials you use (that are not provided by SH1FT) do not infringe any intellectual property, personal, or other proprietary rights of any third party;

b. you have the full authority to enter into this Agreement and entering into this Agreement does not violate or conflict with any other agreements or obligations to any third parties;

c. you, any services you provide, and your SH1FT Coach and advertising activities comply with all applicable international and local laws, rules and regulations; and

d. you have not engaged in and will not engage in any activity, commitment, or agreement inconsistent with or in derogation of the rights granted in this Agreement.

17.2 SH1FT acknowledges, covenants, represents, and warrants that it has the full authority to enter into this Agreement.

18. Indemnification.

18.1 You agree to indemnify and hold harmless SH1FT, its parents, affiliates, subsidiaries, representatives and assigns, employees, officers, owners, attorneys or any person(s) or companies acting with its permission or authority, from any third party claim, action, demand, loss, or damages (including legal fees) arising from or relating to your purchase of or participation in the SH1FT Coach Training Programme, any instruction, classes, activities, promotional activities, or other services provided by you in connection with SH1FT or the SH1FT Coach Training Programme, any violation by you of this Agreement, your SH1FT Coach and Promotional materials or activities, or your violation of any rights of a third party.

19. Assumption of Risk/Waiver.

19.1 You understand and acknowledge that particular aspects of the SH1FT Coach Training Programme, including the Coach Training Course and your Coach Activities, will include physical activity and use of equipment, and that there are certain risks associated with those activities and equipment, including risk of serious personal and/or bodily injury, death, or damage to or loss of property. You expressly and voluntarily assume all risk and, to the extent permitted by law, waive any and all actual or potential claims against SH1FT (including its parents, affiliates, subsidiaries, representatives and assigns, employees, officers, owners, attorneys or any person(s) or corporation(s) acting with its permission or authority) arising from or related to your participation, instruction, classes, or activities in the SH1FT Coach Training Programme, including the associated physical activity and equipment.

20. Limitation of Liability.

20.1 TO THE EXTENT PERMITTED BY LAW, EXCEPT IN CONNECTION WITH YOUR VIOLATION OF SECTION 7 or 8 OF THIS AGREEMENT, A PARTY’S INDEMNIFICATION OBLIGATIONS AND/OR A PARTY’S GROSS NEGLIGENCE OR WILFUL MISCONDUCT, A PARTY’S TOTAL CUMULATIVE LIABILITY TO THE OTHER PARTY, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED THREE (3) TIMES THE AMOUNT PAID BY YOU TO PURCHASE AND ENROLL IN THE SH1FT COACH TRAINING PROGRAMME. EXCEPT IN CONNECTION WITH YOUR VIOLATION OF SECTION 7 or 8 OF THIS AGREEMENT, A PARTY’S INDEMNIFICATION OBLIGATIONS AND/OR A PARTY’S GROSS NEGLIGENCE OR WILFUL MISCONDUCT, IN NO EVENT WILL A PARTY BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER SUCH LIABILITY ARISES FROM CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE PARTIES AGREE THAT THESE LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY REMEDY IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW LIMITATION OR EXCLUSION OF CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY.

21. Your Relationship with SH1FT.

21.1 You acknowledge and agree that your participation in the SH1FT Coach Training Programme or becoming a SH1FT Coach does not establish an employer/employee, partnership, franchise, agency, joint venture or other similar relationship between you and SH1FT. Neither party shall have, or represent itself as having, the authority to bind or commit the other party in any way, or to incur any liability in the name of or on behalf of the other party. You agree not to make any statements or take any actions that may confuse or mislead any person regarding the nature of the relationship between you and SH1FT.

22. Governing Law.

22.1 This Agreement shall be governed and interpreted in accordance with the law of England and Wales. In the event of a dispute arising out of or in any way relating to this Agreement or the SH1FT Coach Training Programme, the parties consent to the exclusive jurisdiction and venue of a court of competent jurisdiction in London, England.

23. Assignment.

23.1 SH1FT may assign, transfer, sublicense, or subcontract any of our rights or obligations under this Agreement at our sole discretion. You may not assign, transfer, license, sublicense, or subcontract any of your rights or obligations under this Agreement.

24. Severability.

24.1 If any provision of this Agreement shall be deemed unlawful, void, or for any reason invalid or unenforceable by a court of competent jurisdiction or other tribunal, then that provision shall be interpreted in a manner to give that provision as much effect as the law permits or severed from this Agreement, neither of which shall affect the validity and enforceability of any remaining provisions.

25. No Waiver.

25.1 Any waiver of any provision of this Agreement or of a party’s rights or remedies under this Agreement must be in writing signed by the party against which the waiver is sought to be enforced. Failure, neglect, or delay by a party to enforce the provisions of this Agreement or its rights or remedies at any time is not a waiver of that party’s rights under this Agreement and will not in any way affect the validity of the whole or any part of this Agreement or prejudice that party’s right to take subsequent action. Waiver of any provision shall not be deemed to waive a subsequent violation of the same provision or violation of any other provision. Any delay by SH1FT in exercising any right or remedy under this Agreement shall not operate as waiver of that right or remedy or affect its ability to subsequently exercise that right or remedy.

26. Notices.

26.1 All notices, requests, demands, and other communications given or made under this Agreement shall be in writing and shall be deemed received (i) on the same day if delivered in person, by same-day courier or by electronic mail transmission to the signatory or another person known to the Parties to receive communications regarding the Agreement (provided transmission may be proved), (ii) on the next day if delivered by overnight mail or courier, or (iii) three (3) business days after the date of deposit if sent by normal post or seven (7) days if by international mail. Any of the Parties to this Agreement may from time to time change such Party’s address for receiving notice by giving written notice or according to SH1FT’s established policies.

a. Notice to SH1FT must be made in person or by mail or courier in a manner that permits the tracking and delivery of the notice to SH1FT Ltd [PO Box]. Notice to SH1FT shall only be effective upon receipt and if receipt can be established.

b. Notice to you may be made to your physical or electronic address as most recently recorded in our system by you. You agree to keep your electronic mail current and that notice by us to that electronic mail address is deemed received the day it is sent. Notice to you shall be effective if dispatched according to contact information most recently provided by you and you waive any defense based on not receiving that notice if your contact information is not current.

27. Entire Agreement.

27.1 This Agreement, together with Team SH1FT’s privacy policy and website terms of use (located at [URL]) constitute the entire agreement between the parties concerning the subject matter of this Agreement. The parties affirm that there are no side or collateral agreements, understandings, courses of dealing, or trade usages that modify, vary, explain, or supplement this Agreement and that no prior communications or documents constituted any agreement regarding the subject matter of this Agreement. You agree that SH1FT may add, delete, modify, revise, amend, or supplement this Agreement (“amendments”) without notice or by providing notice to you at the main Coach Training website at any time and in our sole discretion. You further agree that continuing with the Coach Training Programme after any such amendments are posted constitutes your acceptance of those amendments. You agree to regularly check for notices of amendment and waive any defense to noncompliance with those amendments based on not receiving notice. Where the provisions of this Agreement are contrary to or inconsistent with the provisions of any other agreement(s) between the parties, the provisions that control your conduct will be those of the operative contract governing the particular activities. For example, if you are engaging in activities as a Coach (if applicable), the Coach Policies and Procedures govern as to inconsistent provisions and if you are engaging in SH1FT Coach Activities, this Agreement governs as to inconsistent provisions.